ex10-1_formofwaiver.htm


    Exhibit
10.1

    


    


    WAIVER

    


    This
Waiver is dated as of July 3, 2008, and made and entered into by the Companies
(as defined below) and the undersigned Purchasers (as defined
below).  Reference is made to the Securities Purchase Agreement (the
“Agreement”)
dated April 27, 2006, by and among a21, Inc. (“a21”), its wholly
owned subsidiary SuperStock, Inc. (together with a21 and Artselect, Inc., the
“Companies”),
the purchasers set forth on Exhibit A to the Agreement (the “Purchasers”) and
Queequeg Partners, L.P. as agent for itself and the Purchasers.  Pursuant
to the terms of the Secured Convertible Term Notes (the “Notes”) issued
pursuant to the Agreement, a quarterly interest payment on the Notes is due on
July 1, 2008 (the “Interest Payment
Date”).  Capitalized terms used herein, but not otherwise
defined shall have the meanings ascribed to them in the Notes.

    


    In order
to assist a21 with implementing its business plan and to improve a21’s
liquidity, the undersigned Purchasers, on behalf of themselves and all of the
other Purchasers, have agreed to waive receipt of any interest payment due to
the Purchasers on the Interest Payment Date.

    


    Purchasers
representing a majority of the Notes outstanding are required to waive any Event
of Default under the Agreement.  The undersigned Purchasers hereby
waives any Event of Default which has occurred or may occur under the Notes in
connection with or otherwise related to the July 1, 2008, interest payments, as
well as any other Event of Default that may have occurred prior to the Interest
Payment Date and may or may not  be continuing.

     

    This
Waiver may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered to be an original and all of which
taken together shall constitute one and the same instrument.  Delivery
by telecopier of an executed counterpart of a signature page to this Waiver
shall be effective as delivery of an original executed counterpart of this
Waiver.

     

    [Signatures
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    PURCHASERS:

     

    MORGAN
STANLEY & CO. INCORPORATED

     

    


     

    By:                                                                

     

    Name:

     

    Title:

    


     

    STARVEST
PARTNERS, L.P.

     

    By:  StarVest
Associates, LLC, its General Partner

     

    


     

    By:                                                                

     

    Name:

     

    Title:

    


     

    AHAB
International LTD

     

    By:  AHAB
Intl LTD, its General Partner

    


     

    By:                                                                

     

    Name:

     

    Title:

    


     

    AHAB
Partners LP

     

    By:  AHAB
Partners LP, its General Partner

    


     

    By:                                                                

     

    Name:

     

    Title:

    


    


    


    [Additional
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    COMPANIES:

     

    a21,
INC.

     

    By:                                                                

     

    Name:  Tom
Costanza

     

    Title:    Chief
Financial Officer

     

    SUPERSTOCK,
INC.

     

    By:                                                                

     

    Name:  Tom
Costanza

     

    Title:  EVP
CFO

    


     

    ARTSELECT,
INC.

     

    By:                                                                

     

    Name:  Thomas
Costanza

     

    Title:  Chief
Financial Officer